A Pair of Little Silver Wings
by Dozen-Glass-Roses
Summary: Helpless, cute, blue eyed, five years old and... Max's replacement? ! Rated T, because I don't want to get in trouble. PS, I suck at summaries; first fanfic, PLEASE R&R... I'll love you forever and give you a muffin.
1. The Falls

**[note: this takes place after Max, because I LOVE Fang and I'm not writing without him. Also, please feel free to point out anything I could do better and enjoy!]**

"Omg, Max, look its _soooo_ cool!" Nudge squealed, grabbing my arm.

"I can see it," I said, brushing her off of me, "you don't have to rip off my arm."

"I can't," Iggy grumbled, "in fact, I can't see anything. But it _sounds_ fantastic."

I rolled my eyes, and felt bad for him at the same time, it _was_ pretty cool. Niagara Falls, in all its huge-thundering-falling-wet-don't-want-swim-in-that glory, was in front and to the left of where the flock and me were waiting in line for the boat tour. Yeah, yeah, I know what you're thinking: _a boat tour_, really Max? But that's what we were doing, why? You ask. Because there were a kilzzion people here, all looking up, and as much as I wanted to just fly up and look around, it wasn't happening.

"This is… okay," Fang said in my ear. "Nice choice." He slipped his hand into my mine, the one that wasn't holding the tickets for the tour. I felt my face go red.

"Max, when the tour is over, can we, like, look in the gift shop for a while?" Nudge asked. "Please?"

"Maybe," I told her. "Probably not."

"Ooh, I wanna see the gift shop too." Angel said.

I nodded, "Maybe." I repeated myself. She actually hadn't been that evil lately, it was kinda neat, but it made me worry that something bad was going to happen.

Twenty minutes later we were on the boat, wearing blue plastic ponchos -Fang wasn't wearing his, he was holding it under his arm- and staring at the falls.

* * *

Five-year-old Alley Jones, shivering despite her thick jacket, hugged her older brother's arm close. The view was so cool; looking down over the falls at the coldly shimmering, foaming, scarily beautiful water, but Alley couldn't make her mind feel the right awe for the moment. All she was could think about was the pair of silvery gray wings on her small back, and how was she going to learn to use them? Where could she find someone to teach her how to fly?

_Flying teachers don't just fall out of the sky, and even if they did they wouldn't be __good__ flying teachers, would they? _Alley thought, holding Marcelle, a slightly ratty yellowish stuffed dog, close to her heart with the hand that wasn't wrapped around Conner's arm.

'_I can't see, the railing's in the way!'_ complained Marcelle in Alley's imagination. _'Hold me up so I can see!' _

Alley lifted Marcelle over the guardrail and let her look around.

'_Wow!' _Marcelle panted, _'this is so neat!' _

"It's nice, isn't it? Conner's a good big brother; he takes us places like this, Marcy. Even if he doesn't have wings."

'_But I don't have wings, Alley, am I still a good dog? Am I still your pal?' _

"You're the best dog ever, you'll always be my pal, I can talk to you, I tell you everything I won't tell Conner."

'_Like about Scott?' _

"Yes, mostly about Scott." Alley wasn't like most five-year-olds, besides having wings; Alley remembered everything, right up to when she'd been born. Mostly she remembered her step-father, Scott Phillips, and what he'd done to her, giving her wings, and then killing her mother. He'd tried to kill Conner too, but he'd failed and Conner and Alley ran away, so Scott couldn't hurt them anymore.

'_I wanna come back now, Alley, I'm getting scared.' _Marcelle whimpered.

"Okay." Alley tried to pull Marcelle back in, but her hand slipped and Marcelle dropped with a splash into the water.

Alley pulled her hand out of Conner's, and ran across the viewing deck, off the edge and then to the water's edge. Marcelle had been caught between two rocks.

Taking a deep breath, Alley lumbered into the icy water. She stumbled to the place where Marcelle was and grabbed her.

Suddenly, the rock under her left foot moved, and Alley tripped forward, still clutching Marcelle, into the rush, and then over the falls.


	2. Famous Last Words

**[I have no life! so that means chapter two! Sorry it's so short, you know how it is, perfect place to stop, and all… anyhow, enjoy!]**

"Max, look!" Gazzy pointed at the Falls. At first all I saw was the shimmering water– well, _falling_. Then I saw why Gazzy sounded scared, not excited. There was a little girl, falling with the water.

Fang was in the air next to me before I had time to really think.

I sped towards the girl and caught her, carefully. Holding her as tight as I could without hurting her (_I hoped_), I flew her back up to the top of the falls, to the edge of the little bridge thing.

There was a boy, a year or two older than Gazzy, waiting there. He looked just as ragged as us, and he had tears in his eyes. I put the girl down. She ran to the boy, then turned to look at me.

She was younger than Angel, with big blue eyes and short black hair, she was only slightly less pale then Iggy, and skinny.

The boy looked up at Fang and me. "Thanks, oh crap, thank you so much!" then down at the girl. "Alley, you idiot!" he almost shouted. "What was that?"

The girl frowned. "I dropped Marcelle, but she's okay now. She just has to dry off." the girl held up a soaking stuffed dog. "I don't think she'll get a cold."

I almost laughed. She was like Angel, but less evil and younger.

"Oh, man, I owe you, you want pizza?" the boy asked as he gave the girl his coat. "I'm Conner, by the way, and" He fluffed the girl's wet hair. "This little maniac is Alley."

Alley smiled up at me. "Hi," She said. "Will you come for pizza? Please?"

"No, I don't think that's a good idea, sorry." I said.

At the same time Fang said, "yeah, Max, you go, I'll get the kids, we'll meet you the gift shop."

And at that moment the Voice chimed in, with: _go have pizza, Maximum, meet some new people._

_Ugh! Not this!_ "No one asked you!" I mumbled.

Fang made a face at me. "huh?"

"Sorry, nevermind." I told him. "Sure, pizza, why not."

Famous last words, right? Right.


	3. Pizza

"So, are you two alone?" I asked around a mouthful of some of the best pizza I've ever had in my life.

Conner nodded slowly. "Yeah, just Alley and me." he glared into my eyes. "Why?"

I put my hands up defensively. "I was just wondering." I said.

"Who was that boy at the falls?" Alley asked suddenly, looking up at me.

"My, uh, friend, Fang." I looked down.

"Oh, okay," She said. "He's got nice hair."

I almost laughed again. "Really?"

"Yeah, it was so, you know," She swept the back of her hand across her forehead and winked. "Long."

I snorted.

There was a short pause as we all ate. _Nom, nom, nom._

Then Alley said, "hey Conner, I'm going to go look at the video games over there, okay?"

"Sure." he gave her a warm smile.

"So," I said as Conner chowed down again. "Parents, do you have any?"

"No. Not really." Conner shrugged.

"Not really?" I raised my eyebrows.

"Our mom is dead. Our dad left when Alley was little."

"Oh," I said, staring intently at my pizza. "sorry"

"No biggie. " he said. "What about you?"

"I have a mom, she lives in Arizona, no dad though."

He nodded thoughtfully. "Ah," he said. "So, were the wings hereditary?"

I squinted at him. _Gah! He sounded like a whitecoat!_ "How old are you?"

"Ten," He said. "You?"

"Fifteen, and none of your business!" I snapped.

"Sorry, I forgot that girls don't like that question," he said innocently.

"What do you care where my wings came from anyway?" I asked a moment later.

"Because…" he took a deep breath. "Alley has them too." He said.

"Then why did I-?" I stared openmouthed at him. 

"She doesn't know how to use them," He said quickly. "I don't have any, so I can't teach her, but you and- Fang? … Yeah, you and Fang have them, and know how to use them, I was wondering where you learned."

_Jeb taught us. Ouch, painful memory._ "We jumped off things and flapped." I said.

"Conner," Alley appeared at his elbow. "Do you have any quarters? I want to play packman." She smiled sweetly.

"Sure," he dug into his pocket and handed her a bunch of coins.

"Thanks!" she beamed.

Inside my chest, I felt my heart melting, she was so-I can't believe I'm using this word- cute.

I watched her run back to the games. "How old is she?" I asked.

"Five-and-eight-and-a-half-months, if you ask her." he smiled at her. She looked back at him and waved.

My heart melted a little more. "Where'd she get her wings?" I asked.

"Our step-dad, Scott Phillips."

_Scott Phillips, _I might have seen or heard that name somewhere, in the School maybe, or the Institute.

"Our mom married him before Alley was born, and he gave her wings." He said dryly, but I could tell there was more to it than that. I didn't have time to ask anymore about it, though.

"Max! Behind you!" Conner shouted.

I whipped around, coming face to face with the palest, ugliest man I'd ever seen in my life.

"Nighty-night." He said, and my world went black. But before I lost my grip on everything, I heard a gun go off and Alley screaming. _Crap._


	4. Alone

**[Please review, tell me what you think, good or bad, PLEASE! Sorry it's short, I'll try to make the next chapter longer. P.s I soo don't own MR, but I do own Alley… wow, that sounds weird… anyhoo, the story…]**

I sat up fast. But I couldn't move anything but my head, so really, my head sat up fast and the rest of my body just lay there, like a piece of meat. _Mental images! Ew! _

Where the heck was I? I wasn't strapped down, but this was definitely a hospital bed. It smelled like the School, it looked like the School, it felt like the School, so I had a feeling that it was mostly likely the School, or something close, _just maybe, _you know,_ quacks like a duck?_

Then I heard the sound that had woken me a few seconds before, a quick, quiet sob.

I turned my head and saw Alley in the other bed. It looked like she could move, since she was curled into a tight ball with her hands over her eyes. She was shaking, crying hard.

"Alley?" I said. "Alley?"

She didn't move.

"Alley?" I put as much tenderness into my voice as I could.

"Yeah?" she finally said.

"Do you know what's happening? Do you know where we are?" I asked.

"No, all I've got down so far is that we got caught, that we're screwed." she whimpered.

"That's not true. We can get out of here." I told her.

"Really?" she looked up at me with her red rimmed eyes. "Wait, you don't work for them, do you?"

"No, heck no," I said. "But I can help you get out."

"How can I trust you? How do I know you won't use me, betray me?" she asked.

I winced as I thought of Jeb and all he'd done to me. "You can't really,"

"Deal, I mean, what do I have to lose?" she said.

Gosh, she sounded a lot older than five.

"Wait," I realized something, and something fell into place in my head. "What happened to your brother?"

she took a long breath. "He's gone, they shot him, he's dead, I'm alone now."

* * *

"Where's Max? It's been, like, two hours." Nudge frowned, crossing her arms over her skinny chest. "What if something happened? What if she's like dying or something, what if that boy who she was with was evil, what if he, like shot her? Fang, what if she's lost?"

Fang snorted: Max, lost? Was that anything like hot ice? "She'll be here." He said.

Fifteen minutes later, Fang told everyone to move out and find somewhere to take off. Where the heck was she?


	5. Burnt

**[sorry this took me so long, I was away for Thanksgiving (happy Thanksgiving by the way!) and I couldn't get at a computer... anyway, thanks to all who reviewed and favorited, you all make me feel so important! :) ]**

The door to our white-walled Hades swung slowly open.

"Hello, Alley," The whitecoat standing in the doorway said. He was just a smidge younger than Jeb, with a smoldering cigarette hanging out of the corner of his mouth. "It's good to see you in one piece." He smiled way-too-warmly at Alley.

She snorted.

The whitecoat ignored her. "So, I haven't seen you since you left. However did you get by?"

"Everything was fine, till you murdered my brother," Alley snapped. "You… you… I can't call you what you are, Scott, because I'm too young to curse, but it starts with-"

The whitecoat, Scott, interrupted her. "You don't need Conner anymore, in fact, he was holding you back at this point, very counter productive." he said cheerfully. "I, on the other hand, have so much to offer you, Alley, so much I can give you."

"Like what? Nightmares? Burns?" she snarled venomously.

"Not if don't have to, Alley, we can be friends if you want, I can help you, teach you- to fly perhaps?" he smiled again. _What a creep!_

"I'd rather die, I'd rather burn forever." She covered her face with her hands.

"No, Alley, don't be foolish. We can get things that we need from each other." he patted her shoulder.

Alley looked up at him. "You know what?" she asked sweetly. "I think that's the most revolting thing I've ever been unlucky enough to hear in my short, painful life, so you can take your 'things' and you can go right ahead and shove them up your fat butt. I will never give you anything." and she literally spat in his face.

_Gosh, did I ever tell you how much I liked this kid?_

"_That_ was uncalled for." He grabbed a chunk of Alley's hair with one hand and yanked her backwards. With the other hand, he took the cigarette out of his mouth and jammed the burning end into her cheek.

I winced, watching helplessly, as Alley's eyes filled with tears.

After an eon, he let her go and stepped back. "That's better," he said stiffly, brushing off the front of his shirt. "Think about my offer, dear Alley, it might mean something to you after all." He smiled one last time and let the door slam as he left.

I tried to sit up again, _now_ I could move.

Alley's little body was shaking with sobs, her hand cupped over her burned cheek.

I got up and moved to the edge of her white hospital bed. "Alley," I put my hand on her shoulder and felt her tense up. "I'm going to get us out of here." I said.

She looked up at me, her burn glowed bright red, her face was streaked with tears.

"Don't waste your time getting me out, once I'm free, where will I go?" she whispered. "No one wants me but that monster with the cigarette."

"You'll go with me, I want you." I said, wrapping my arms around her.

_Who cared if I'd met her a few hours ago, who cared that she gotten me caught by that nutcase? She needed __someone__, and I really did like her, she sort of reminded me of myself a little… Angel and me. Fang'll be thrilled! _

"I'll be good, and quiet, I swear." She said solemnly.

"You won't have to, no one else ever is." I said. "Okay, lets take care of that burn." I lead her to the sink in the corner.

* * *

"Is this the place?" Gazzy asked, his eyes popping as he scanned the scene below.

"Yeah," Fang whistled softly. "Crap, Max."

The little brick pizza place was surrounded by cop cars, the front windows had been blown out and the whole building was wrapped in yellow tape.

"That is not good." Angel stated the obvious.

Nobody said anything for a few long seconds, then Iggy frowned. "What is it."

Gazzy told him.

"Holy crap."

Nudge who had been blessedly speechless up to this point said, "I told you!" to Fang and glared at the building.

"Well, looks like we're on a Max hunt." Angel said. She squinted her eyes shut for a moment. "She's not around here," she finally said.

Then, the pizza place blew up.


	6. Raspberry Socks

**[I'm back! Sorry this took so long and it's so short, I have no excuses. Okay, yeah, I kinda do, the other night I opened a new doc to start working on this and proceeded to write the opening to a totally different story. oh, and I now hate JP. a lot. he has the first eight chapters of Angel up on his website. I hate him! arg! *frustrated noises*]**

Shards of glass and chunks of brick flew up at Fang and the others.

"Go!" Fang shot up and everyone followed. Once they were high enough to slow, and almost hover they looked down. There were no Erasers or flyboys or M-geeks around the newly exploded shell of the pizza place, just shredded up cop cars with their drivers hiding behind them.

"I think it's safe to assume that she's not in there." Fang said softly.

Nudge nodded mutely.

"Did what I think happened just happen?" Iggy asked slowly.

"Yeah," Gazzy said. "It blew up."

"Holy crap," said Iggy. "And we didn't even have anything to do with it."

"Yeah, basically." Fang said grimly.

"We'd better keep looking for her." Angel said shortly.

"Right." Fang said, hardly believing that he'd just took what sounded _a lot_ like an order from Angel.

* * *

I couldn't move again, which, in case you're wondering, really sucks. Alley was sleeping. She looked really- scarred, curled up with her hand over her burn. I was full of those hyper maternal feelings I always got when someone tried to hurt my flock.

Mainly I was feeling like I wanted to kill Scott. I already hated him almost as much as Jeb.

"Nooo, I wanna… eat it…" Alley murmured as she shifted in her sleep. "Don't throw it away… it'll… bite us…and then what… we might die…"

"Yeah, there are all sorts of problems with that." I said. Gosh, she was so little.

They'd dimmed the lights hours ago, so when the door opened I almost hoped it would be Fang.

It wasn't.

"Good evening, Max." Scott smiled at me. "I've come to get Alley, so you can just go back to sleep, I'm not doing anything that concerns you." he said, as if he thought I cared.

I honestly couldn't think of anything to say which, as you know, is just about the rarest thing in the world.

Scott scooped Alley up. I tried to move, tried to force my body up. Nothing.

"Sorry about getting you mixed up in this, Max," Scott said as he opened the door. "You weren't supposed to know about her. She's only a backup, she wasn't supposed to get out."

I would have jerked upright. "A backup?" I snarled.

He shook his head. "She was never supposed to get out." He said again, like that was an explanation.

"Whose backup?" I asked. _Mine?_

"It doesn't matter, we'll have to terminate her now, she knows too much, she isn't willing to comply, she's useless."

Alley moved a little in Scott's arms. "Oh, oh, it's not a raspberry sock… It's gonna bite us… we're all gonna die."

"No, Alley, just you," Scott murmured as he left. "just you."

**[agian, sorry about the shortness, I'll write the next chapter as fast as I can. Review? please? oh, and does anyone want to meet some of my OCs? they're stinkicious! and twisty!]**


	7. greenscreenedheartbeatlistenerthing

**[sorry this is short, been really busy, lots of stuff had to be done, eaten, written etc. I'll try to force my brain to work faster for the next chapter. R&R, and have a nice day, that's an order!]**

Alley woke to the beep, beep, beeping of one of those green-screened-heart-beat-listener-thingies that she couldn't remember the name for.

_That's my heartbeat_, she thought sleepily. Wait, something was wrong. But what? She'd fallen asleep in the other room, right? So they'd moved her, big deal- so why was there a red flag waving in the back of her mind.

...Also, why was there a mask covering her mouth and nose? What was that hissing sound?

Alley reached up to touch the mask. Nope, she wasn't strapped down. Great. Now why was she in here?

She tried to make her mind work as she felt the mask with her fingertips. There was a loose tube, blowing itself around in circles.

Then everything fell into place in Alley's jumbled head. _THEY ARE GOING TO KILL ME! I HAVE TO GET OUT!_

Before she could start trying to form a plan she heard someone coming and relaxed her tense body and closed her eyes, pretending she was still sleeping.

"Look at it," A woman's voice said, talking to herself, Alley decided. "It's pathetic, how did he ever believe that it could replace Maximum?"

_Replace Maximum? Who the heck is Maximum? Wait… Max? But why? _Alley's brain was going far too fast. _Is she dead? Are they going to kill her too? Why are they killing me? Is this about spitting in Scott's face? 'Cause if it is, then I'm glad I did it. _

"Well, well, well," the lady whitecoat clicked her tongue, "what is this doing like that?"

The woman's hand was right over Alley's face: Alley could feel it. Suddenly she had a plan, a stupid one, but still a plan.

Alley grabbed the whitecoat's hand and twisted her wrist until she heard something snap.

"What the-?" The whitecoat started to say, only to cut herself short with a cry of pain. "Ahh!"

Alley kept her hold on the lady's wrist as she got out of the hospital bed and pulled the mask from her face.

"You're supposed to be asleep." The whitecoat said slowly.

"And _you're _supposed to be smart, now we're even." Alley shrugged. "Where's Max- er, Maximum?"

"I can't tell you," the lady said.

Alley let the lady go. "I'll find her myself." She locked the door on her way out.

"Let's see…" she said as she headed down a long white hallway. "If I was a Max, where would I be?"

She started opening doors at random. Some were locked, most were empty, and one was the door to the men's room. _(My eyes! they burn!)_ Another was the door to Scott's office. And the good doctor was _in_.


	8. DON'T FORGET ALLEY!

**[*singing* I'm hot and I'm cold, I'm yes and I'm no, I'm writing slowly, then really fastly! sorry, I had to. Anyhoo, enjoy! ps i know this is short, but it's late, and my brain is dripping out of my ear and ruining my headphones! plus, now I have two stories to work on... soo, I'll shut up now and let you get on with the story]**

Scott started to clap very slowly. "Good girl Alley, how smart you are, you got yourself out, very good."

Alley took a step back, too late to do anything but scowl.

"You're smarter than they thought," Scott smiled. "I always knew you were, but, this proves it, you would have done just fine replacing Max."

"'Would have'?" Alley asked.

"Yes, we still have to terminate you. That means _kill _by the way."

"Not if I have anything to say about it." Alley snarled.

"That's the thing, you don't have anything to say about it, you have no say in anything," Scott said darkly, taking a step closer to Alley. "So come quietly, and it won't hurt much."

Alley had dozens of retorts to that, but before she opened her mouth, she decided that perhaps she should run instead. Then she had an even better idea.

She punched Scott as hard as she could in the stomach. She'd never realized how had she could punch.

Scott staggered backward, gasping.

_Now_ she could run.

"SOMEONE STOP HER!" Scott shouted as Alley streaked down the hall.

Scott kept yelling and she kept running until she ran headfirst into Max.

* * *

"This is the place?" Fang asked as Angel landed next to him.

Angel looked around. "Yep," She said.

Nudge touched down on the other side of Fang. "So Max is in there?" she asked. "Like, in that building? I mean, it looks like the School," she shuddered, "same, tall, white, cinder block, with small windows type building, but is she really in there?"

Angel shut her eyes tight. "Yeah, she's in there. I'll tell her we're coming." There was a pause. "She says 'good',"

"Ask her where she is," Iggy said joining the others.

"Okay… she says she doesn't know, she was out when they brought her in." Angel frowned. "She says we have to get Alley out too. Is Alley the girl from the falls?"

"Yes." Fang said.

"So, what's the plan?" Gazzy asked, looking up at Fang trustingly.

"Uh, burst in there, find Max, get out, maybe blow the place up," Fang said. _Not much of a plan. _

"Don't forget Alley," Nudge said.

"And find Alley." Fang added.

"Awesome, lets do it." Iggy grinned evilly.

* * *

_We're coming to get you out now, Max. _Angel said in my head.

_DON'T FORGET ALLEY! _I thought at her as loudly as I could.

_We won't. _

Then all I had to do was wait. I hate waiting. I could move again, so I stood, ready at the door, wondering how the flock found me so fast.

A moment later, the door opened. "Yo," Fang half smiled at me.

"Come on," I said, taking charge, which is my job, not just me being bossy. "We gotta find Alley." I started to go down the hall. I froze.

"SOMEONE STOP HER!"

Turns out, we didn't have to find her.

**[R&R? Please! I'll love you forever!] **


	9. Perfect

Alley bounced back a little, but stayed on her feet. She looked up at Max, then back at Scott, who was gaining on her.

"This way!" she cried, there was no time for the fuzzies. No time even for learning the others names.

She rushed down one hall and up another.

"Where are we going?" Max asked as she raced beside Alley.

"The door, the one they leave unlocked." Alley said. She remembered it, and how to get to it. This was one of the very few upsides to remembering everything.

There were whitecoats peeking out into the hallways now, some following, but they were all far too slow to catch up.

_One more corner! _Alley thought. _One more corner, we can do this. Just one more-_

"Arg!" she shrieked and skidded to a halt.

"Hello, love," Scott leered down at her.

Max p.o.v.

I stopped when Alley stopped. Scott was there, staring at Alley.

"Hello, love," he said. "I believe we have unfinished business to attend to." He looked up at us. His face darkened. "You may go," he grabbed Alley's arm and stepped out of the way of the door. "I am not allowed to meddle with you."

I started to say "I go when she does." But Alley stopped me.

"Just go, Max," she whispered. "I'll be fine."

"No. I'm not leaving," I said firmly. "Not without you."

Fang looked at me like I was crazy. I knew I sounded crazy, but I wasn't leaving her here to be burnt and lord knows what else by this guy.

"I said go!" Alley looked up, her eyes full of tears. "Get out of here, you're all free to go. You don't need me hanging around, I'll slow you down."

"You're right," Angel said softly. I glared at her. "We _**want**_ you hanging around." She finished. "It's seven of us against one of him, you know."

"Alley," Scott growled. "You will not leave this place, I am your legal guardian, you will do as I say."

"No," Alley said. "_you_ are my rotten step-dad, you killed my mom, you killed my brother. I won't do anything you say." She kicked him in the shin and bit his hand.

He let her go. "Come on." She pushed the door open, and we followed her out.

"Alley! Don't go, they're not who you're supposed to be with, there's another family for you! Maximum Ride is no friend of yours!" Scott called after us.

Five minutes later, we were in the air. I was holding Alley, on account of she doesn't know how to fly yet.

"Let's get outta here!" Nudge called.

"Wait, let's watch the show." Gazzy grinned evilly.

_**Ba-boooooooooooom! **_The building erupted in golden flames.

"Ooh, it looks nice against the sunset." Nudge said.

"There," Iggy turned to smile at Alley. "How's that for payback?"

"That," she said. "Was perfect. Thank you."


	10. Epilogue: Maximum Ride is my friend

Two weeks later…

Alley sat alone, her chin on her knees, staring up at the stars. Marcelle- who'd been retrieved from the pizza place by Angel- was lying next to her in the grass.

"Marcy?" Alley said.

'_Yeah?'_ Marcelle panted in Alley's imagination.

"What do you thinks gonna happen?"

'_I don't know, Al, anything I guess, anything at all.' _

"What about what Scott said? '…They're not who you're supposed to be with, there's another family for you! Maximum Ride is no friend of yours.'"

'_I don't know about that, but I like Max, she's nice, she took you with her, she's teaching you to fly, she has to be your friend.' _

"I like her too, but what if he was telling the truth?"

'_Has he ever told you the truth? He was just trying to make you stay.'_

"You think so?" Alley asked hopefully.

'_I know so. Besides, you shouldn't waste time with 'what ifs'… it's a waste.'_

"True, so we'll stick around for a while." Alley decided.

"Alley?" Nudge called from the back door of Dr. Martinez's house. "Come on, dinner's ready."

"'Kay!" Alley stood and grabbed Marcelle. Maybe everything would be okay, maybe Alley belonged in Max's flock, and maybe she could just grow up now.

_Fat chance. _Said a tiny voice in Alley's head. She ignored it.

* * *

I watched as Alley snuggled into the bed we were sharing. She was clean and safe and unhurt now, the burn on her cheek was a faint scar.

"Max, should I have brushed my hair?" Alley asked.

"Yeah, probably. Here." I took the brush from the floor, where I'd dropped it.

She put out her hand to take it. I sat on the bed next her and ran the brush through her short black hair.

"Thanks," she said softly. "Thanks for everything, taking me with you and teaching me to fly and… just everything."

"No biggie." I said, putting the brush back on the floor.

I got up and shut off the light, then crawled back into bed.

"Night Alley," I whispered.

"Good night, Max," she murmured. "You know what?"

"No, what?" I asked.

"I love you… you're a good flying teacher and you're nice and stuff, and you want to take care of me, and you don't burn me or hit me or lock me in closets…." she yawned.

"I love you too, Alley, now get some rest." I whispered. _He locked her in closets? Sicko! _

"Okay, I wanna be like you when I grow up."

I fell asleep grinning.

**[that's all folks! the story of how Alley Jones joined the flock. Alley might appear in other fics, review and tell me what you think! should Alley Jones be featured in other fiction on this site?] **


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